Partner terms and conditions

These Partner Terms and Conditions ("Terms") govern participation in the Cloudfleet Partner Program ("Program") between Cloudfleet GmbH, Berlin, Germany ("Cloudfleet", "we", "us") and the business that accepts them in the partner portal ("Partner", "you"). Participation in the Program is free of charge.

1. Definitions

1.1 Partner Portal means the website at which you manage your partnership, register deals and view your Program Details.

1.2 Program Details means the rates, limits, periods and tier criteria that apply to your tier, as shown in the Partner Portal at the relevant time. The Program Details form part of these Terms.

1.3 Customer means a third party that uses Cloudfleet services under a Deal Registration. Neither you nor your group companies, owners, employees or, where you are an individual, your employer can be a Customer.

1.4 Deal Registration means your request, submitted in the Partner Portal and approved by us, to be recognised as the partner for a Customer, either as a Resale or as a Referral.

1.5 Platform Fees means the fees Cloudfleet charges for cluster base fees and vCPU usage on the plans named in the Program Details, net of VAT, refunds, credits and discounts. Platform Fees exclude infrastructure passed through on managed fleets and any plan not named in the Program Details.

2. Eligibility and acceptance

2.1 The Program is open to businesses acting as entrepreneurs within the meaning of §14 BGB, including sole proprietors, that deliver services to their own clients. You confirm that the information you provide in the Partner Portal is accurate and that the person accepting these Terms is authorised to bind you.

2.2 By accepting these Terms you consent to self-billing under section 7.

2.3 Your own general terms and conditions do not apply, even if you refer to them or we do not object to them.

2.4 We may decline or end your participation if you do not meet these requirements or if you are subject to sanctions under section 10.

3. Deal Registrations

3.1 You earn rewards only for Customers covered by an approved Deal Registration. We review each Deal Registration and approve or decline it at our discretion; a Deal Registration is not approved until we confirm it. We decline Deal Registrations by which a Customer, or a person connected to it, seeks a discount on its own fees.

3.2 Each Customer is registered either as a Resale or as a Referral, not both. Only one partner can hold a Deal Registration for a Customer.

3.3 You, or the Customer, must name you as its partner before the Customer's first invoice from Cloudfleet. Later claims are not considered. We do not approve a Deal Registration for a prospective Customer that already uses Cloudfleet or that we were already in active discussion with before you registered it. Our records decide these questions.

3.4 An approved Deal Registration for a prospective Customer reserves that Customer for you for the period stated in the Program Details. We may end the reservation early if you are no longer actively working on the deal. If several partners register the same Customer, the first approved Deal Registration prevails.

3.5 A Customer that already uses Cloudfleet may move to Resale only with our prior written approval.

3.6 The Program is non-exclusive. You may work with other vendors, and we may work with other partners and sell directly to any customer, including in your region.

4. Resale

4.1 Under a Resale, you hold the Cloudfleet account for the Customer's organization, pay our invoices for it and agree your own price and terms with the Customer.

4.2 We grant you the resale discount stated in the Program Details on Platform Fees billed to you, for Customer organizations and your own organizations alike, for as long as the Resale continues.

4.3 Our Terms of Service apply to every organization billed to you. You pay our invoices on the due dates stated there, whether or not the Customer pays you, and you remain liable for all fees billed to you.

4.4 You will ensure that each Customer is bound to terms at least as protective of Cloudfleet as our Terms of Service and Acceptable Use Policy, and you will not promise the Customer rights in Cloudfleet services beyond them. You will tell us without delay if you become aware of a Customer's misuse of Cloudfleet services, and help us stop it.

4.5 You are responsible for your services to the Customer, including first-line support. We support you, not the Customer, unless we agree otherwise. Where you use Cloudfleet services to process personal data on the Customer's behalf, you act as the Customer's processor and Cloudfleet acts as your subprocessor. Our Data Processing Agreement applies to that processing under our Terms of Service. Before that processing starts, you will conclude an agreement with the Customer under Article 28 GDPR that permits you to engage Cloudfleet as subprocessor.

4.6 If you fail to pay fees when due, we may suspend the affected organizations in accordance with our Terms of Service or offer the Customer a direct contract with us.

5. Referral

5.1 Under a Referral, the Customer contracts with and pays Cloudfleet directly. We may decline to contract with a referred customer, for example after our customer checks, in which case no reward is due.

5.2 We pay you the revenue share stated in the Program Details on Platform Fees we collect from the Customer, for the period stated in the Program Details, counted from the Customer's first paid invoice on an eligible plan. No revenue share accrues for any month in which the Customer is not on an eligible plan. The revenue share continues to the end of that period if these Terms end, as set out in section 12.2.

5.3 Revenue share is earned only on payments by a Customer. It is not earned on fees paid by you or by persons connected to you as described in section 1.3.

5.4 The revenue share rewards your introduction of the Customer. You have no obligation to refer customers or to support the Customer after the introduction, and you have no authority to negotiate or conclude contracts with the Customer on our behalf.

6. Add-ons

6.1 POC credits. When registering a deal, you may request credits for the Customer's proof of concept within the limits and periods stated in the Program Details. Credits apply only to Platform Fees on the Customer's organization, have no cash value and expire unused at the end of the chosen period.

6.2 Implementation funding. Where your tier includes implementation funding, we may contribute to your implementation services for a qualifying Customer as stated in the Program Details. The funding must be requested with the Deal Registration and approved by us before the work starts; costs incurred before approval are not funded. Funding becomes payable after the Customer has gone live and paid its first invoice, against your invoice for the delivered services and evidence of the work, submitted within 60 days of go-live. A deal receives implementation funding at most once. If the Customer ends its use of Cloudfleet services, or has no paid invoice for two consecutive months, within six months of go-live, for reasons other than our breach, we may set off the funding against future payments to you or ask you to repay it.

6.3 Co-marketing funding. Where your tier includes co-marketing funding, we contribute to the cost of joint marketing activities as stated in the Program Details. Each activity must be approved by us in writing before it starts; costs incurred before approval are not funded. Funding becomes payable after the activity, against your invoice for our share and evidence that it took place, submitted within 60 days of the activity. Unused funding does not carry over to the next year.

7. Payments, self-billing and taxes

7.1 Revenue share is calculated quarterly in arrears on payments actually collected by us, and paid within 30 days after the end of the quarter. Amounts below the minimum stated in the Program Details roll over to the next quarter.

7.2 We issue self-billed invoices (Gutschriften, §14(2) UStG) for revenue share, and you will not issue your own invoices for these amounts. You invoice implementation funding and co-marketing funding yourself under sections 6.2 and 6.3. You may object to a self-billed invoice, in which case it loses its effect as an invoice and we issue a corrected one.

7.3 Value added tax is shown on the self-billed invoice according to your tax status. You will keep your business details, VAT ID, tax status and bank account in the Partner Portal current and accurate, and you are responsible for your own taxes on amounts we pay you. If we cannot pay an amount because these details are missing or wrong, we tell you by email, and the amount lapses if you do not provide correct details within 12 months of that notice.

7.4 We pay in EUR to the bank account you provide. We may set off amounts you owe us, including unpaid Resale invoices, against amounts we owe you. If a Customer payment on which we paid you is refunded or reversed, we may set off the corresponding amount against future payments or invoice it to you.

8. Tiers and changes to the Program

8.1 Every partner starts in the entry tier. We move you to a higher tier when you meet its criteria in the Program Details. We review tiers once a year and move you to the highest tier whose criteria you still meet. From the first calendar month after a tier change, the rates of your new tier apply to all your Deal Registrations, including those approved before the change.

8.2 We may change the Program Details or these Terms for a valid reason, such as a change in law, in our pricing or in the economics of the Program, with at least 30 days' notice in the Partner Portal or by email. If you do not agree, you may terminate before the change takes effect; otherwise it applies from its effective date. Changes do not reduce rewards already earned. Deal Registrations for a Referral approved before a change under this section keep the rates that applied at approval for the remainder of their reward period. For a Resale approved before the change, a change to the resale discount applies from 12 months after our notice of it.

9. Conduct and use of the Cloudfleet name

9.1 You act as an independent business. You may not make commitments on Cloudfleet's behalf, including about prices, service levels or features, beyond what our published terms provide.

9.2 You may use Cloudfleet's name and logo only to describe your partnership, in line with any guidelines we provide, and must stop on termination.

9.3 You will comply with applicable law, including data protection, anti-bribery and export control law. You will only share personal data of prospective Customers with us where you are permitted to, and you will not use spam, misleading claims or bidding on Cloudfleet brand terms to win Customers.

9.4 You will not offer or give money, gifts or other benefits to anyone, including Customer staff and public officials, to obtain or keep business involving Cloudfleet.

9.5 You may not offer discounts, promotional codes, credits or free trials of Cloudfleet services other than POC credits under section 6.1, unless we agree in writing.

9.6 You may not appoint sub-partners, sub-resellers or affiliates to promote or resell Cloudfleet services under these Terms without our prior written consent.

9.7 Where you recommend Cloudfleet in public content, such as articles, talks, videos or social media posts, you will disclose that you may receive compensation from Cloudfleet.

9.8 On request, you will provide information reasonably needed to verify a Deal Registration or your compliance with these Terms.

10. Sanctions

We make no payments to, and do not approve Deal Registrations for, persons, companies or countries subject to EU sanctions. We may screen you before your first payment and at any time after.

11. Confidentiality

Each party will keep confidential the other party's non-public business information received under the Program, including Customer information, and use it only for the Program. This obligation continues for three years after termination.

12. Term and termination

12.1 These Terms run until terminated. Either party may terminate with 30 days' notice. We may terminate immediately for a material breach, including any attempt to obtain rewards through false or self-referred Deal Registrations.

12.2 On termination, no new Deal Registrations are approved and no rewards accrue for Customers that have not yet paid a first invoice on an eligible plan. Rewards earned before termination are paid, and revenue share for a Referral continues to the end of its period under section 5.2. Where we terminate for your material breach, we may withhold rewards obtained through the breach and set off our damages against amounts we owe you.

12.3 After termination, organizations under a Resale remain billed to you under our Terms of Service, without the resale discount. They move to a direct contract with Cloudfleet or to another partner only if you and the Customer agree. You have no obligation to hand over Customer information to us on termination.

12.4 Sections 5.2, 7, 11, 12.2, 12.3, 13, 14 and 15 survive termination, as do any payment obligations that arose before it.

13. Liability

13.1 We are liable without limitation for intent and gross negligence, for injury to life, body or health, under the Product Liability Act and under any guarantee we give.

13.2 For slight negligence we are liable only for breach of an obligation whose fulfilment is essential to the performance of these Terms and on which you may regularly rely, and only for the damage typical and foreseeable when these Terms were accepted. Otherwise our liability for slight negligence is excluded.

13.3 These limitations also apply to the personal liability of our employees, representatives and agents.

14. Indemnification

You will indemnify Cloudfleet against third-party claims, including claims by your Customers, arising from your services to Customers, your breach of these Terms or your violation of applicable law, together with reasonable costs of legal defence, unless you are not responsible for the underlying breach.

15. General

15.1 These Terms do not create a partnership, joint venture, agency or employment relationship. You are not our commercial agent and have no authority to negotiate or conclude contracts on our behalf. You are not permanently entrusted with arranging business for us, and you decide whether, when and how to refer or resell Cloudfleet services. If you are not required to carry out any activity under these Terms within the EU or the EEA, any claim to compensation under §89b HGB is excluded (§92c HGB).

15.2 You may not assign these Terms or rights under them without our consent. You will tell us within 30 days if you undergo a change of control, and we may then terminate under section 12.1 with 30 days' notice. We may assign these Terms to a group company or to a successor of our business.

15.3 We send notices to the email address in your Partner Portal profile; you send notices to the contact address on our website. Notices by email are sufficient.

15.4 We may use any feedback you give us about the Program or Cloudfleet services without restriction or compensation.

15.5 These Terms, the Program Details and our Terms of Service for any Cloudfleet services you use are the entire agreement on the Program. If we provide a translation, the English version prevails.

15.6 German law applies, excluding the UN Convention on Contracts for the International Sale of Goods. The exclusive place of jurisdiction is Berlin, Germany, where legally permitted.

15.7 If any provision is invalid, the remaining provisions remain in effect.